Statement of Changes in Beneficial Ownership (4)
January 24 2017 - 2:00PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BELSKY IRA
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2. Issuer Name
and
Ticker or Trading Symbol
AEP INDUSTRIES INC
[
AEPI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
820 TEQUESTA DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/20/2017
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(Street)
FRANKLIN LAKES, NJ 07417
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/20/2017
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D
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3744
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D
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(1)
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4123
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D
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Common Stock
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1/20/2017
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D
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4123
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$33.67
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1/20/2017
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D
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800
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(3)
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(3)
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Common Stock
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800
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger, dated as of August 24, 2016, as amended, by and among AEP Industries Inc. ("AEP"), Berry Plastics Group, Inc. ("Berry") and certain subsidiaries of Berry (the "Merger Agreement"), at the effective time of the mergers, each share of AEP common stock issued and outstanding immediately prior to the effective time of the mergers was converted into the right to receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, $110.00 in cash or 2.5011 shares of Berry common stock.
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(
2)
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Pursuant to the Merger Agreement, each restricted stock award that was outstanding immediately prior to the effective time of the mergers fully vested and was cancelled and converted into the right to receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, $110.00 in cash or 2.5011 shares of Berry common stock.
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(
3)
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Pursuant to the Merger Agreement, at the effective time of the mergers, each outstanding option, whether vested or unvested, was cancelled in exchange for the right to receive the following: (i) a cash payment equal to the excess of (A) the product of (x) fifty percent (50%) of the cash consideration and (y) the total number of shares of AEP common stock underlying such option over (B) the aggregate exercise price of such option; and (ii) a number of shares of Berry common stock equal to the product of (A) fifty percent (50%) of the stock consideration and (B) the total number of shares of AEP common stock underlying such option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BELSKY IRA
820 TEQUESTA DRIVE
FRANKLIN LAKES, NJ 07417
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X
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Signatures
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/s/ John F. Hughes, Jr., Attorney-in-fact
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1/24/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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